The base purchase price was $90 million. KVH now expects to receive payment of the purchase price within 30 business days, subject to subsequent adjustment for working capital.
It also expects to use a portion of the net proceeds of the sale to repay the full balance of its outstanding term loans and a substantial portion of outstanding borrowings under its revolving credit facility.
In a separate press release, Oakley Capital Investments Limited announced that Oakley Capital IV (Fund IV) has collaborated with the management teams of SG MidCo AS (Seagull), and Videotel Marine Asia Limited and Super Dragon Limited (Videotel), to acquire majority stakes in the businesses from their current shareholders Herkules Private Equity Fund IV and KVH Industries (KVHI), respectively.
The acquisition of Videotel signed and completed simultaneously, while a gap of eight weeks was agreed between signing and completion of the acquisition of Seagull.
What is more, the company's indirect contribution through its interest in Fund IV is expected to be about £25 million.
The definitive share purchase agreement includes several warranties regarding the Videotel business given by KVH Media Group Limited (KMG), the direct seller of the Videotel companies. KMG also agreed to provide the direct purchaser with a tax indemnity.
Moreover, management expects to issue revised financial guidance for the second quarter and full fiscal year of 2019 reflecting the sale of Videotel, along with select pro forma disclosures, on or about May 15.
For the last 12 months, which ended on March 31, 2019 Videotel’s revenue was $17.0 million and its operating income was $3.1 million. Depreciation and amortization for this period was $4.8 million, and equity compensation was $0.1 million. KVH is now analyzing if the Videotel business will be reported as a discontinued operation in its future financial statements.
Commenting on the sale, Martin Kits van Heyningen, chief executive officer of KVH, explained that the company will now focus on the growing markets of its main mobile connectivity and inertial navigation businesses.
Specifically, the company will invest in the development and commercialization of our photonic integrated chip technology for use in autonomous vehicles and other commercial and military platforms, to support the further acceleration its AgilePlans (Connectivity as a Service) program, and also finalize the development and launch of its IoT connectivity solution.
Videotel helped us to penetrate the commercial maritime markets initially, but our strategic approach has evolved to focus on faster growing markets that we believe will produce greater long-term shareholder value
Martin Kits van Heyningen stated.
In order to maintain continuity for KVH’s AgilePlans customers, KVH has retained certain rights to continue including the Videotel training content with the AgilePlans program.